Common use of Additional Costs and Capital Adequacy Clause in Contracts

Additional Costs and Capital Adequacy. (a) If any Applicable Law shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined)), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's Commitment, or any class of loans, or commitments of which any of the Advances or such Lender's Commitment form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances or such Lender's Commitment (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, for such increased costs. (b) If any Applicable Law, that becomes effective after the date hereof, affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment with respect to any Advances, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Lending Office if such designation will avoid the need for or reduce the amount of any compensation under this Section 6.2 and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.2, the Borrower is not waiving its right to contest that the amounts set forth in the certificates are based on manifest error.

Additional Costs and Capital Adequacy. (a) If any Applicable Law present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court having jurisdiction with respect thereto or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined))reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; , or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's CommitmentCommitments, or any class of loans, or commitments of which any of the Advances Loans or such Lender's Commitment Commitments form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances or such Lender's Commitment Commitments (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, for such increased costs. (b) If any Applicable Lawlaw, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction, that in any case becomes effective after the date hereof, affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment commitment with respect to any Advances, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 4.02 shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Applicable Lending Office if such designation will avoid the need for or reduce the amount of any compensation under this Section 6.2 4.02 and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.24.02, the Borrower is not waiving its right to contest that the amounts set forth in the certificates are based on manifest error.

Additional Costs and Capital Adequacy. (a) If any Applicable Law present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court having jurisdiction with respect thereto or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-special deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined))reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; , or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's CommitmentCommitments, or any class of loans, or commitments of which any of the Advances Loans or such Lender's Commitment Commitments form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances Loans or such Lender's Commitment (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation on an after-tax basis in the light of such circumstances, for such increased costs. (b) If any Applicable Lawlaw, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction, that in any case becomes effective after the date hereof, affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment with respect to any Advancesor Loans, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation on an after-tax basis in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 4.2 shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Applicable Lending Office if such designation will avoid the need for or reduce the amount of of, any compensation under this Section 6.2 4.2 and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.24.2, the Borrower is not waiving its right to contest that the amounts set forth in the certificates are based on manifest error.

Additional Costs and Capital Adequacy. (a) If any Applicable Law present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court having jurisdiction with respect thereto or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined))reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; , or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's CommitmentCommitments, or any class of loans, or commitments of which any of the Advances Loans or such Lender's Commitment Commitments form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances or such Lender's Commitment Commitments (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, for such increased costs. (b) If any Applicable Lawlaw, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction, that in any case becomes effective after the date hereof, affects the amount of capital required or -42- expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment commitment with respect to any Advances, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 (S) 4.02 shall be -------- accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Applicable Lending Office if such designation will avoid the need for or reduce the amount of any compensation under this Section 6.2 (S) 4.02 and will not, in the judgment of such -------- Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.2(S) 4.02, the Borrower is not waiving its right to contest that -------- the amounts set forth in the certificates are based on manifest error.

Additional Costs and Capital Adequacy. (a) If any Applicable Law present ------------------------------------- or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court having jurisdiction with respect thereto or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined))reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; , or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's CommitmentCommitments, or any class of loans, or commitments of which any of the Advances Loans or such Lender's Commitment Commitments form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances or such Lender's Commitment (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, for such increased costs. (b) If any Applicable Lawlaw, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction, that in any case becomes effective after the date hereof, affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment commitment with respect to any Advances, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Lending Office if such designation will avoid the need for or reduce the amount of any compensation under this Section 6.2 and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.2, the Borrower is not waiving its right to contest that the amounts set forth in the certificates are based on manifest error.

Additional Costs and Capital Adequacy. (a) If any Applicable Law present ------------------------------------- or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court having jurisdiction with respect thereto or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (i) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special-special- deposit, reserve (including any reserve percentage under the regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in such regulations) (or, with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Advances is determined))reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender; , or (ii) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, such Lender's CommitmentCommitments, or any class of loans, or commitments of which any of the Advances Loans or such Lender's Commitment Commitments form a part, and the result of any of the foregoing is to increase the cost to such Lender or any corporation controlling such Lender of making, funding, issuing, renewing, extending or maintaining its participation in any of the Advances or such Lender's Commitment (taking into account such Lender's or such corporation's then-existing policies with respect to maintaining capital), then the Borrower shall pay to the Administrative Agent for the account of such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, for such increased costs. (b) If any Applicable Lawlaw, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction, that in any case becomes effective after the date hereof, affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender or such corporation determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's Commitment commitment with respect to any Advances, the Borrower will pay to such Lender, within 15 days after demand from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. (c) Each demand by a Lender pursuant to this Section 6.2 (S)4.02 shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and the computation of such amount, including any method by which such cost was allocated to the Borrower. In determining the amount of any compensation, such Lender may use any reasonable averaging or attribution methods set forth in such demand, and any such methods so used shall be binding on the Borrower. The amount specified in any such demand shall be conclusive evidence of the amount owing, absent manifest error. Such Lender will designate a different Applicable Lending Office if such designation will avoid the need for or reduce the amount of of, any compensation under this Section 6.2 (S)4.02 and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. By making any payment under this Section 6.2(S)4.02, the Borrower is not waiving its right to contest that the amounts set forth in the certificates are based on manifest error.